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Sale Of Membership Interest Agreement
"I need a Sale of Membership Interest Agreement for the sale of a 40% membership interest in a South African technology company to a foreign investor, with completion planned for March 2025, including specific provisions for Exchange Control approval and earn-out payments."
1. Parties: Identification of the Seller(s) and Purchaser(s) with full legal details
2. Background: Context of the transaction, description of the target entity and current ownership structure
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including the membership interest being sold and purchase price
5. Payment Terms: Details of payment structure, timing, and payment mechanisms
6. Conditions Precedent: Any conditions that must be fulfilled before the transaction becomes effective
7. Completion: Details of the completion process, timing, and deliverables
8. Seller's Warranties: Standard warranties regarding ownership, authority, and target entity status
9. Tax Matters: Tax-related warranties, indemnities, and obligations
10. Restraint of Trade: Non-compete and non-solicitation provisions
11. Confidentiality: Provisions regarding confidential information and publicity
12. Dispute Resolution: Mechanism for resolving disputes including jurisdiction and governing law
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Regulatory Compliance: Required when transaction needs specific regulatory approvals (e.g., Competition Commission)
2. Exchange Control: Required when foreign parties are involved or cross-border elements exist
3. Security Arrangements: Required when payment terms include deferred payments or security provisions
4. Management and Operations: Required when transaction includes ongoing management arrangements
5. Earn-out Provisions: Required when purchase price includes performance-based components
6. Third Party Consents: Required when transaction requires consents from other members or third parties
7. Financing Arrangements: Required when purchase is subject to external financing
8. Employee Matters: Required when transaction impacts employment arrangements
1. Details of the Target Entity: Comprehensive information about the entity including registration details and financial statements
2. Membership Interest Details: Detailed description of the membership interest being transferred
3. Purchase Price Calculation: Detailed calculation methodology and adjustments
4. Warranties: Detailed warranties and disclosures against warranties
5. Required Consents: List of required third-party and regulatory consents
6. Completion Deliverables: List of documents and actions required at completion
7. Encumbrances: Details of any existing encumbrances on the membership interest
8. Related Party Contracts: List of contracts between target entity and related parties
Authors
Business Day
Closing Date
Companies Act
Close Corporations Act
Competition Act
Completion
Conditions Precedent
Confidential Information
Disclosure Schedule
Effective Date
Encumbrance
Exchange Control Regulations
Financial Statements
Financial Year
Governing Law
Initial Payment
Losses
Material Adverse Change
Membership Interest
Members
Operating Agreement
Parties
Purchase Price
Purchaser
Regulatory Approvals
Related Party
SARS
Seller
Signature Date
Target Entity
Tax
Transaction
Transfer
Transfer Date
Warranties
ZAR
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Tax Warranties
Tax Indemnities
Restraint of Trade
Confidentiality
Non-Solicitation
Due Diligence
Regulatory Compliance
Exchange Control
Security
Indemnification
Dispute Resolution
Governing Law
Force Majeure
Assignment
Notices
Costs
Entire Agreement
Severability
Amendment
Waiver
Further Assurance
Counterparts
Good Faith
Survival
Financial Services
Manufacturing
Retail
Technology
Professional Services
Real Estate
Mining
Agriculture
Construction
Healthcare
Hospitality
Transportation
Energy
Telecommunications
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Corporate Secretariat
Executive Leadership
Risk Management
Treasury
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Attorney
Business Development Manager
Investment Manager
Company Secretary
Financial Director
Tax Manager
Compliance Officer
Managing Director
Corporate Finance Manager
Due Diligence Specialist
Mergers & Acquisitions Manager
Business Owner
Corporate Development Officer
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